Vard (formerly: STX OSV)

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Ms Indranee Rajah, Second Minister for Finance

A Vard shareholder, Ms Jacqueline Kuek, requested for a printout of the list of shareholders from Vard Registrar, RHT Corporate Advisory Pte Ltd (RHT). Ms Jorie Tan of RHT provided a one-liner shareholder list, showing CDP as the only shareholder. She also replied to Ms Jacqueline Kuek in the email appended below:

“CDP is the only scrip-based shareholder in Vard. Therefore, the Register of Members will only contain CDP's details. Shareholders who hold shares in CDP accounts will not be listed in the Register of Members. We refer you to the Securities and Futures Act, Section 81SJ(3)(a). Furthermore, Vard has its obligations under the Personal Data Protection Act in respect of the disclosure of a person's person data without the person's consent.”

I do not think this is the correct interpretation of Sect 81SJ(3). I seek clarification from Ms Irene Lim, ACRA who redirected my email to Ms Jessey Beh of MAS. Ms Jessey Beh replied in an email with relevant excerpts appended below:

“We refer to your emails of 14 and 20 May 2018 relating to your feedback on Section 81SJ(3) of the Securities and Futures Act (Cap. 289) (“SFA”).

To provide background, Section 81SJ(3) of the SFA and other provisions relating to the Central Depository System (i.e. CDP) were first introduced in the Companies Act (Cap. 50) (“CA”) to support the establishment of scripless trading of securities that are listed on SGX. The provisions were subsequently moved to the SFA. In particular, the rationale of Section 81SJ(3) of the SFA is to avoid a situation where a company has the obligation to continually update its share register to reflect changes to its members, especially for listed companies whose shares are traded frequently. As such, Section 81SJ(3) of the SFA provides that a listed company is not obliged to enter in its register of members, the individual names and particulars of depositors reflected in the Depository Register maintained by CDP.  Section 81SJ of the SFA neither requires nor prohibits the listed company from disclosing such information to its members.”

Believing that Ms Jessey Beh's interpretation is in line with my reading, I wrote to ACRA in an email dated 22 May 18

“MAS has clarified SFA Sect 81SJ(3), which is appended herewith for both ACRA and RHT.  The following points cannot be disputed:
1.   Sect 192 of Companies Act provides that any shareholder may request a copy of the register and the company shall accede to such request.
2.   Sect 81SJ(3) states the Depositors (not the Depository) are members.
3.   Sect 190 of Companies Act requires every public company to maintain a register of members
4.   Sect 81SJ(3) only states the company is not obliged to continually update the register to account for the frequent trades.  
It is erroneous for  RHT to deny shareholders of access to the register quoting Sect 81SJ(3) of SFA.  It is also erroneous for RHT to deny shareholders of access to the register quoting PDPA.  ACRA must direct RHT/VARD to release this information immediately.”

However, Ms Irene Lim, ACRA has a different interpretation, she replied:

“1.   A listed company is required to keep its register of members under section 190 of the Companies Act and allow inspection of that register under section 192 of the Companies Act.
2.     However, as explained previously, section 81SJ(3)(a) of the Securities and Futures Act specifically provides that the company is not obliged to enter into the register that it keeps the names and particulars of persons who are depositors reflected in the Depository Register maintained by the CDP. Therefore, a listed company is not required to enter in its register of members the names or particulars of these depositors. “


I now come to your office as I feel ACRA wrongly interpreted Sect 81SJ of the SFA, and RHT issued the one-liner shareholder list to deny minority shareholder access to the register of members detailing name, address and shareholdings of members.

If ACRA's interpretation is allowed,
1. All listed companies in Singapore will have only one shareholder, CDP in its register.
2. Outside Passive Minority Investor will have no access to the register of members detailing name, address and shareholdings of members.
3. Both Sect 190 and Sect 192 of the companies act will be meaningless.
4. CDP will provide a veil over the identity of all shareholders of the SGX listed company.

Surely, this cannot be the intention of SFA Sect 81SJ(3). Ms Jessey Beh, MAS has indicated the introduction of Sect 81SJ is to avoid a situation whereby the company is required to update the register every time there is a trade.

The original scrip-based trading system provides further evidence of the rationale of Sect 81SJ. Before CDP was set up, the register of member was updated only when shareholder registered the share certificate into one's name, and not at the time he bought the shares from the stock market. Sect 81SJ was introduced to maintain status quo after the establishment of scripless trading and the support from Central Depository System for clearance and settlement. Sect 81SJ was not introduced to provide a veil over the identities of the shareholders. It is also not introduced to allow listed companies to deny minority shareholders to have access to the register of members. It is erroneous for ACRA to interpret it as such.

I seek your help and clarification from your office.
Reply
Ms Indranee Rajah, Second Minister for Finance

A Vard shareholder, Ms Jacqueline Kuek, requested for a printout of the list of shareholders from Vard Registrar, RHT Corporate Advisory Pte Ltd (RHT). Ms Jorie Tan of RHT provided a one-liner shareholder list, showing CDP as the only shareholder. She also replied to Ms Jacqueline Kuek in the email appended below:

“CDP is the only scrip-based shareholder in Vard. Therefore, the Register of Members will only contain CDP's details. Shareholders who hold shares in CDP accounts will not be listed in the Register of Members. We refer you to the Securities and Futures Act, Section 81SJ(3)(a). Furthermore, Vard has its obligations under the Personal Data Protection Act in respect of the disclosure of a person's person data without the person's consent.”

I do not think this is the correct interpretation of Sect 81SJ(3). I seek clarification from Ms Irene Lim, ACRA who redirected my email to Ms Jessey Beh of MAS. Ms Jessey Beh replied in an email with relevant excerpts appended below:

“We refer to your emails of 14 and 20 May 2018 relating to your feedback on Section 81SJ(3) of the Securities and Futures Act (Cap. 289) (“SFA”).

To provide background, Section 81SJ(3) of the SFA and other provisions relating to the Central Depository System (i.e. CDP) were first introduced in the Companies Act (Cap. 50) (“CA”) to support the establishment of scripless trading of securities that are listed on SGX. The provisions were subsequently moved to the SFA. In particular, the rationale of Section 81SJ(3) of the SFA is to avoid a situation where a company has the obligation to continually update its share register to reflect changes to its members, especially for listed companies whose shares are traded frequently. As such, Section 81SJ(3) of the SFA provides that a listed company is not obliged to enter in its register of members, the individual names and particulars of depositors reflected in the Depository Register maintained by CDP.  Section 81SJ of the SFA neither requires nor prohibits the listed company from disclosing such information to its members.”

Believing that Ms Jessey Beh's interpretation is in line with my reading, I wrote to ACRA in an email dated 22 May 18

“MAS has clarified SFA Sect 81SJ(3), which is appended herewith for both ACRA and RHT.  The following points cannot be disputed:
1.   Sect 192 of Companies Act provides that any shareholder may request a copy of the register and the company shall accede to such request.
2.   Sect 81SJ(3) states the Depositors (not the Depository) are members.
3.   Sect 190 of Companies Act requires every public company to maintain a register of members
4.   Sect 81SJ(3) only states the company is not obliged to continually update the register to account for the frequent trades.  
It is erroneous for  RHT to deny shareholders of access to the register quoting Sect 81SJ(3) of SFA.  It is also erroneous for RHT to deny shareholders of access to the register quoting PDPA.  ACRA must direct RHT/VARD to release this information immediately.”

However, Ms Irene Lim, ACRA has a different interpretation, she replied:

“1.   A listed company is required to keep its register of members under section 190 of the Companies Act and allow inspection of that register under section 192 of the Companies Act.
2.     However, as explained previously, section 81SJ(3)(a) of the Securities and Futures Act specifically provides that the company is not obliged to enter into the register that it keeps the names and particulars of persons who are depositors reflected in the Depository Register maintained by the CDP. Therefore, a listed company is not required to enter in its register of members the names or particulars of these depositors. “


I now come to your office as I feel ACRA wrongly interpreted Sect 81SJ of the SFA, and RHT issued the one-liner shareholder list to deny minority shareholder access to the register of members detailing name, address and shareholdings of members.

If ACRA's interpretation is allowed,
1. All listed companies in Singapore will have only one shareholder, CDP in its register.
2. Outside Passive Minority Investor will have no access to the register of members detailing name, address and shareholdings of members.
3. Both Sect 190 and Sect 192 of the companies act will be meaningless.
4. CDP will provide a veil over the identity of all shareholders of the SGX listed company.

Surely, this cannot be the intention of SFA Sect 81SJ(3). Ms Jessey Beh, MAS has indicated the introduction of Sect 81SJ is to avoid a situation whereby the company is required to update the register every time there is a trade.

The original scrip-based trading system provides further evidence of the rationale of Sect 81SJ. Before CDP was set up, the register of member was updated only when shareholder registered the share certificate into one's name, and not at the time he bought the shares from the stock market. Sect 81SJ was introduced to maintain status quo after the establishment of scripless trading and the support from Central Depository System for clearance and settlement. Sect 81SJ was not introduced to provide a veil over the identities of the shareholders. It is also not introduced to allow listed companies to deny minority shareholders to have access to the register of members. It is erroneous for ACRA to interpret it as such.

I seek your help and clarification from your office.
Reply
Ask Jacquline again to ask Vard Board via Corp Secretary for the list of shareholders (including the shareholders holding the shares with SGX CDP)

If the Board cannot give to Jacqualine, then the Board should not give to the major shareholders, F for the Offer too.

And PDPA applies only to Corporates with commercial purpose. Individuals not included.
In fact, PDPA should cover F instead. Hahaha.

In this case, RHT is the corporate with PDPA accountability. 

However, "These rules are intended to be the baseline law which operates as part of the law of Singapore. It does not supersede existing statutes, such as the Banking Act and Insurance Act but will work in conjunction with them and the common law." so RHT cannot hide behind PDPA too.

https://www.pdpc.gov.sg/Legislation-and-...t-Overview

RHT should be 'marked'.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
Reply
Ask Jacquline again to ask Vard Board via Corp Secretary for the list of shareholders (including the shareholders holding the shares with SGX CDP)

If the Board cannot give to Jacqualine, then the Board should not give to the major shareholders, F for the Offer too.

And PDPA applies only to Corporates with commercial purpose. Individuals not included.
In fact, PDPA should cover F instead. Hahaha.

In this case, RHT is the corporate with PDPA accountability. 

However, "These rules are intended to be the baseline law which operates as part of the law of Singapore. It does not supersede existing statutes, such as the Banking Act and Insurance Act but will work in conjunction with them and the common law." so RHT cannot hide behind PDPA too.

https://www.pdpc.gov.sg/Legislation-and-...t-Overview

RHT should be 'marked'.
"... but quitting while you're ahead is not the same as quitting." - Quote from the movie American Gangster
Reply
Yes...I like your logic. And similarly, if PDPA applies to minority shareholders, it should also apply to Fincanteri. In any case, the purpose limitation of PDPA would have made such requests totally legal.
Reply
Yes...I like your logic. And similarly, if PDPA applies to minority shareholders, it should also apply to Fincanteri. In any case, the purpose limitation of PDPA would have made such requests totally legal.
Reply
(25-05-2018, 10:50 AM)opmi Wrote: Ask Jacquline again to ask Vard Board via Corp Secretary for the list of shareholders (including the shareholders holding the shares with SGX CDP)

If the Board cannot give to Jacqualine, then the Board should not give to the major shareholders, F for the Offer too.

And PDPA applies only to Corporates with commercial purpose. Individuals not included.
In fact, PDPA should cover F instead. Hahaha.

In this case, RHT is the corporate with PDPA accountability. 

However, "These rules are intended to be the baseline law which operates as part of the law of Singapore. It does not supersede existing statutes, such as the Banking Act and Insurance Act but will work in conjunction with them and the common law." so RHT cannot hide behind PDPA too.

https://www.pdpc.gov.sg/Legislation-and-...t-Overview

RHT should be 'marked'.

Thanks....this is useful!!!
Reply
(25-05-2018, 10:50 AM)opmi Wrote: Ask Jacquline again to ask Vard Board via Corp Secretary for the list of shareholders (including the shareholders holding the shares with SGX CDP)

If the Board cannot give to Jacqualine, then the Board should not give to the major shareholders, F for the Offer too.

And PDPA applies only to Corporates with commercial purpose. Individuals not included.
In fact, PDPA should cover F instead. Hahaha.

In this case, RHT is the corporate with PDPA accountability. 

However, "These rules are intended to be the baseline law which operates as part of the law of Singapore. It does not supersede existing statutes, such as the Banking Act and Insurance Act but will work in conjunction with them and the common law." so RHT cannot hide behind PDPA too.

https://www.pdpc.gov.sg/Legislation-and-...t-Overview

RHT should be 'marked'.

Thanks....this is useful!!!
Reply
TO:
PERSONAL DATA PROTECTION COMMISSION
ACRA (Ms Irene Lim)
RHT Corp Advisory PL (Ms Jorie Tan)

BACKGROUND
A Vard shareholder, Ms Jacqueline Kuek, requested for a printout of the list of shareholders from Vard Registrar, RHT Corporate Advisory Pte Ltd (RHT). Ms Jorie Tan of RHT provided a one-liner shareholder list, showing CDP as the only shareholder. She also replied to Ms Jacqueline Kuek in the email appended below:

“CDP is the only scrip-based shareholder in Vard. Therefore, the Register of Members will only contain CDP's details. Shareholders who hold shares in CDP accounts will not be listed in the Register of Members. We refer you to the Securities and Futures Act, Section 81SJ(3)(a). Furthermore, Vard has its obligations under the Personal Data Protection Act in respect of the disclosure of a person's person data without the person's consent.”

Ms Jorie Tan indicated the listed company, Vard has invoked PDPA 2012 to deny the access of register of members by minority shareholder.  I disagree with Vard and RHT's mischievous interpretation.

It is clear from Sect 13(b) that the use or disclosure of the member's name, address and shareholdings is within the purpose limitation of the PDPA.  The PDPA rules do not supersede existing statutes like the Companies Act or Securities Future Act but will work in conjunction with existing statutes and the common law.  It is therefore, erroneous for both Vard and RHT to deny minority shareholders' access to the register of members recklessly quoting PDPA.
I appeal to the Personal Data Protection Commission to direct RHT/Vard to release such information immediately and not use PDPA as an excuse to deny shareholders of their rights under the Companies Act.

I also wish to remind ACRA of her duties and obligation under Sect 192 (4) of the Companies Act to ensure both Vard/RHT comply with the Companies Act.
Reply
TO:
PERSONAL DATA PROTECTION COMMISSION
ACRA (Ms Irene Lim)
RHT Corp Advisory PL (Ms Jorie Tan)

BACKGROUND
A Vard shareholder, Ms Jacqueline Kuek, requested for a printout of the list of shareholders from Vard Registrar, RHT Corporate Advisory Pte Ltd (RHT). Ms Jorie Tan of RHT provided a one-liner shareholder list, showing CDP as the only shareholder. She also replied to Ms Jacqueline Kuek in the email appended below:

“CDP is the only scrip-based shareholder in Vard. Therefore, the Register of Members will only contain CDP's details. Shareholders who hold shares in CDP accounts will not be listed in the Register of Members. We refer you to the Securities and Futures Act, Section 81SJ(3)(a). Furthermore, Vard has its obligations under the Personal Data Protection Act in respect of the disclosure of a person's person data without the person's consent.”

Ms Jorie Tan indicated the listed company, Vard has invoked PDPA 2012 to deny the access of register of members by minority shareholder.  I disagree with Vard and RHT's mischievous interpretation.

It is clear from Sect 13(b) that the use or disclosure of the member's name, address and shareholdings is within the purpose limitation of the PDPA.  The PDPA rules do not supersede existing statutes like the Companies Act or Securities Future Act but will work in conjunction with existing statutes and the common law.  It is therefore, erroneous for both Vard and RHT to deny minority shareholders' access to the register of members recklessly quoting PDPA.
I appeal to the Personal Data Protection Commission to direct RHT/Vard to release such information immediately and not use PDPA as an excuse to deny shareholders of their rights under the Companies Act.

I also wish to remind ACRA of her duties and obligation under Sect 192 (4) of the Companies Act to ensure both Vard/RHT comply with the Companies Act.
Reply
Vard Secures Contract for Three Coast Guard Vessels for the Norwegian Defence Materiel Agency

Vard Holdings Limited today announced that it has secured a new contract for the construction of three coast guard vessels for the Norwegian Defence Materiel Agency ("NDMA") in Norway. The value of the contract exceeds NOK 5 billion.

More details in http://infopub.sgx.com/FileOpen/VARD%20s...eID=511800

1 NOK = 0.17 SGD
NOK 5 billion = SGD 850 million
Specuvestor: Asset - Business - Structure.
Reply
Vard Secures Contract for Three Coast Guard Vessels for the Norwegian Defence Materiel Agency

Vard Holdings Limited today announced that it has secured a new contract for the construction of three coast guard vessels for the Norwegian Defence Materiel Agency ("NDMA") in Norway. The value of the contract exceeds NOK 5 billion.

More details in http://infopub.sgx.com/FileOpen/VARD%20s...eID=511800

1 NOK = 0.17 SGD
NOK 5 billion = SGD 850 million
Specuvestor: Asset - Business - Structure.
Reply
Vard Secures Contract for One Luxury Expedition Cruise Vessel for Hapg-LLyod Cruises

Vard Holdings Limited today announced that it has secured a new contract for the design and construction of one luxury expedition cruise vessel for German cruise company Hapag-Lloyd Cruises.

The new luxury expedition cruise vessel will be approximately 16,000 gross tons, about 139 meters long and 22 meters wide. The vessel has seven passenger decks, with accommodation for 230 passengers in 120 cabins and suites. 

More details in http://infopub.sgx.com/FileOpen/VARD%20s...eID=512959

Hapag-Lloyd Cruises website : http://www.hl-cruises.com/
Specuvestor: Asset - Business - Structure.
Reply
Vard Secures Contract for One Luxury Expedition Cruise Vessel for Hapg-LLyod Cruises

Vard Holdings Limited today announced that it has secured a new contract for the design and construction of one luxury expedition cruise vessel for German cruise company Hapag-Lloyd Cruises.

The new luxury expedition cruise vessel will be approximately 16,000 gross tons, about 139 meters long and 22 meters wide. The vessel has seven passenger decks, with accommodation for 230 passengers in 120 cabins and suites. 

More details in http://infopub.sgx.com/FileOpen/VARD%20s...eID=512959

Hapag-Lloyd Cruises website : http://www.hl-cruises.com/
Specuvestor: Asset - Business - Structure.
Reply
Vard Secures Contract for One Vessel

Singapore, 18 July 2018 - Vard Holdings Limited announced that it has secured a contract for the construction of one vessel for an undisclosed Norwegian customer. 

The vessel is scheduled for delivery from one of VARD’s shipyards in Norway in 4Q 2019. The contract value is approximately NOK 200 million.
Specuvestor: Asset - Business - Structure.
Reply
Vard Secures Contract for One Vessel

Singapore, 18 July 2018 - Vard Holdings Limited announced that it has secured a contract for the construction of one vessel for an undisclosed Norwegian customer. 

The vessel is scheduled for delivery from one of VARD’s shipyards in Norway in 4Q 2019. The contract value is approximately NOK 200 million.
Specuvestor: Asset - Business - Structure.
Reply
Extension of Closing Date

Citigroup, for and on behalf of the Offeror, announced that the Closing Date for the Exit Offer is extended from 5.30 p.m. (Singapore time) on 8 August 2018 to 5.30 p.m. (Singapore time) on 24 August 2018 or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

As at 5.00 p.m. (Singapore time) on 7 August 2018:
1. the total number of Shares owned, controlled or agreed to be acquired by the Offeror and its Concert parties (including valid acceptances of the Exit Offer) amount to an aggregate of 1,092,381,178 Shares, representing approximately 92.57 per cent. of the total number of Shares; and

2. the total number of Shares owned, controlled or agreed to be acquired by the Offeror, its related corporations and their respective nominees (including valid acceptances of the Exit Offer) amount to an aggregate of 1,092,381,178 Shares, representing approximately 92.57 per cent. of the total number of Shares.
Specuvestor: Asset - Business - Structure.
Reply
Extension of Closing Date

Citigroup, for and on behalf of the Offeror, announced that the Closing Date for the Exit Offer is extended from 5.30 p.m. (Singapore time) on 8 August 2018 to 5.30 p.m. (Singapore time) on 24 August 2018 or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

As at 5.00 p.m. (Singapore time) on 7 August 2018:
1. the total number of Shares owned, controlled or agreed to be acquired by the Offeror and its Concert parties (including valid acceptances of the Exit Offer) amount to an aggregate of 1,092,381,178 Shares, representing approximately 92.57 per cent. of the total number of Shares; and

2. the total number of Shares owned, controlled or agreed to be acquired by the Offeror, its related corporations and their respective nominees (including valid acceptances of the Exit Offer) amount to an aggregate of 1,092,381,178 Shares, representing approximately 92.57 per cent. of the total number of Shares.
Specuvestor: Asset - Business - Structure.
Reply
Loss of Free Float and No Change in Date of Suspension

The suspension of trading of the Shares will take place immediately after the close of the Exit Offer.
Specuvestor: Asset - Business - Structure.
Reply
Loss of Free Float and No Change in Date of Suspension

The suspension of trading of the Shares will take place immediately after the close of the Exit Offer.
Specuvestor: Asset - Business - Structure.
Reply


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